Form of Local Counsel Opinion Sample Clauses

Form of Local Counsel Opinion. Local counsel shall have furnished to the Initial Purchaser its written opinion, as counsel to certain of the Guarantors, addressed to the Initial Purchaser and dated the Closing Date, in form and substance reasonably satisfactory to Barclays Capital Inc., to the effect that:
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Form of Local Counsel Opinion. Each of West Shore LLC, Basin LLC and Michigan Pipeline LLC (collectively, the "Michigan LLC Operating Subs") has been duly formed and is validly existing in good standing as a limited liability company under the Michigan LLC Act with all necessary limited liability company power and authority to own or lease its properties owned or leased at the Closing Date and to conduct its business in all material respects as described in the Preliminary Offering Memorandum and the Offering Memorandum. Each of the Michigan LLC Operating Subs is duly qualified or registered as a foreign limited liability company for the transaction of business under the laws of [insert applicable state]. [Michigan counsel only.]
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Form of Local Counsel Opinion. [Letterhead of Local Counsel] [Closing Date] To the Documentation Agent, the Administrative Agent, the Collateral Agent and the Lenders Referred to Below c/x Xxxxxx Guaranty Trust Company of New York, as Documentation Agent 00 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies & Gentlemen: We have reviewed a copy of (i) the Credit Agreement dated as of March 15, 1995 among Alliant Techsystems Inc., the Lenders party thereto, Xxxxxx Guaranty Trust Company of New York, as Documentation Agent, and The Chase Manhattan Bank, N.A., as Administrative Agent (the "Original Credit Agreement"), (ii) the Original Credit Agreement as amended and restated as of November __, 1996 (the "Credit Agreement"), (iii) the [Mortgage] [Deed of Trust], Assignment of Leases and Rents, Security Agreement and Financing Statement, dated March 15, 1996 from Alliant Techsystems Inc. to [_____________________, as trustee, for the benefit of ________] Xxxxxx Guaranty Trust Company of New York (the "Mortgage"), and (iv) Amendment to [Mortgage] [Deed of Trust], Assignment of Leases and Rents, Security Agreement and Financing Statement dated as of November __, 1996 (the "Amendment"), and have been requested to render this opinion pursuant to Section 3.01(c) of the Credit Agreement. Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement. We confirm that the Amendment is in proper form for recordation in the Offices of the County Recorder of ___________ County, _____________, and that the consummation of the transactions contemplated by the Credit Agreement will not result in any loss of priority of the Mortgage as originally filed. Very truly yours, EXHIBIT A NOTE New York, New York November __, 1996 For value received, ALLIANT TECHSYSTEMS INC., a DELAWARE corporation (the "Borrower"), promises to pay to the order of ______________ (the "Lender"), for the account of its Applicable Lending Office, the unpaid principal amount of each Loan made by the Lender to the Borrower pursuant to the Credit Agreement referred to below on the Maturity Date and at the other times provided for in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each such Loan on the dates and at the rate or rates provided for in the Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of The Chase Manhattan Bank, 000 Xxxx 00x...
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Form of Local Counsel Opinion. Each of the Guarantors incorporated under the laws of the State of [ ] (the "Specified Guarantors") have been duly organized and are validly existing and in good standing under the laws of [ ], are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect.
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Form of Local Counsel Opinion. [●] has been duly [incorporated] [formed] and is validly existing and in good standing under the laws of the State of [●]. [●] has all necessary [corporate] [limited liability company] power and authority to execute and deliver the Transaction Agreements to which it is a party and to perform its obligations thereunder.
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Form of Local Counsel Opinion. The opinion of local counsel for the Company to be delivered pursuant to Section 6(a)(iii) of the Purchase Agreement shall be to the effect that:
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Related to Form of Local Counsel Opinion

  • Opinions of Local Counsel An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

  • Legal Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

  • Company Counsel Opinions On the Closing Date and/or the Option Closing Date, the Representative shall have received: (i) the favorable opinion of Xxxxxx Xxxxxxxxxx LLP, counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters and a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxxx Xxxxxx law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Xxxxxxx Xxxxxxx (Cayman) LLP, Cayman Islands counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters and their counsel shall rely on the opinions of (i) the Company’s Cayman Islands counsel, Mourant Ozannes (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation and validity of the Offered Securities and the Underlying Shares and (ii) the Company’s PRC counsel, Jiangsu Junjin law Firm, filed as Exhibit 8.1 to the Registration Statement as well as the opinions delivered on the Closing Date pursuant to this Section.

  • Opinion of General Counsel for the Company The General Counsel of the Company shall have furnished to the Representatives, at the request of the Company, his written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto.

  • Opinion of General Counsel of the Company The General Counsel of the Company, shall have furnished to the Representatives, at the request of the Company, a written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives and substantially in the form previously agreed by the parties hereto.

  • Opinion of U.S. Counsel for the Company The Company shall have requested and caused Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and addressed to the Representative in form and substance acceptable to the Representative.

  • Instructions, Opinion of Counsel and Signatures At any time DST may apply to any person authorized by the Fund to give instructions to DST, and may with the approval of a Fund officer consult with legal counsel for the Fund, or DST’s outside legal counsel at the expense of the Fund, with respect to any matter arising in connection with the agency and it will not be liable for any action taken or omitted by it in good faith in reliance upon such instructions or upon the opinion of such counsel. In connection with services provided by DST under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 6.B, DST shall have no obligation to continue to provide such services after it has asked the Fund to give it instructions which it believes are needed by it to so continue to provide such services and before it receives the needed instructions from the Fund, and DST shall have no liability for any damages (including without limitation penalties imposed by any tax authority) caused by or that result from its failure to provide services as contemplated by this sentence. DST will be protected in acting upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons and will not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. It will also be protected in recognizing stock certificates which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the Fund, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar.

  • Company Counsel Legal Opinion Xxxxx shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

  • Opinion of PRC Counsel for the Company At each Closing Date, the Underwriters shall have received the written opinion of Xxxxxxxxx Law Offices, PRC counsel for the Company, dated such Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.

  • Underwriters Counsel Opinion The Representatives will have received (i) an opinion addressed to the Representatives of Xxxxxxx XxXxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Underwriters, dated the Closing Date, with respect to the validity of the Publicly Registered Notes and such other related matters as the Representatives require and the Depositor will have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters and (ii) a signed negative assurance letter of Xxxxxxx XxXxxxxxx LLP, dated the Closing Date, relating to the Preliminary Prospectus and the Prospectus.

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